exhibit105.htm


    
      

    

    
      Exhibit 10.5

       

      
        	
              	 
      	
                FORM
      OF

              	 
      	
                Date:

              
	
                DaimlerChrysler

              	 
      	 
      	 
      	
                Quote
      #:

              
	
                Truck
      Financial

              	 
      	
                Direct
      Purchase Money Loan and Security Agreement

              	 
      	
                TFFF1757SI
      A

              


      

      


      
        	
                BORROWER:

              	  	
                CO-BORROWER

              	 
      	
                DEALER:

              
	
                Name

              	 
      	
                Name

              	 
      	
                Name

              
	
                Address

              	 
      	
                Address

              	 
      	
                Address

              
	
                City
      St Zip Code

              	 
      	
                City
      St Zip Code

              	 
      	
                
                  City
      St Zip Code

                

              


      

      
        	
                CREDITOR

              	
                ,
      and its successors,
      transferees and assigns.

              
	
                I
      (meaning individually, collectively, and interchangeably, all, Borrowers
      named above, jointly and severally) have entered into a direct loan
      ("Agreement") with Creditor to finance the purchase of the following
      described equipment ("Equipment"). I acknowledge that I have accepted
      delivery of the Equipment in good order without reservation of rights and
      without implied warranty as to condition, merchantability, and suitability
      for any purpose. I further acknowledge and certify that I have
      entered into this Agreement with Creditor, and I intend to use the
      purchased Equipment, primarily for business or commercial purposes, and
      not for personal, family, household or agricultural purposes. As part of
      the like-kind exchange program, the owner of the equipment has engaged MBF
      Account Services LLC as a qualified intermediary. You are hereby notified
      that the owner of the equipment has assigned to MBF Account Services LLC
      its rights (but not obligations) for the sale of this
      equipment.

              
	
                DESCRIPTION
      OF EQUIPMENT:

              	 	
                List
      Payoff to:

              


      

      
        	
                New/Used

              	
                Make

              	
                Model

              	
                Serial
      Number

              	
                Body
      Type

              	
                Model
      Year

              	
                Cash
      Sale Price

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      
        	
                TRADE-IN
      & DOWNPAYMENT:

              
	
                Make

              	
                Model

              	
                Serial
      Number

              	
                Body-Type

              	
                Model-Year

              	
                Allowance

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

      
        
          	
                  PAYMENT
      TERMS: *** SEE ATTACHED PAYMENT SCHEDULE ADDENDUM ***

                	 
      	
                  Payoff
      Amount

                	 
      
	
                  My
      loan is payable in (**) installment payments of (**) each, commencing on
      (**) and continuing on the (**) day of each successive month thereafter,
      which includes a final payment of the then unpaid principal and interest
      in the estimated amount of (**) due on (**) (**except as otherwise stated
      on the Payment Schedule Addendum attached hereto and made a part hereof).
      The amount of my final payment may vary depending upon when Creditor
      receives my periodic loan payments, and will include the unpaid principal
      balance, interest and any other amounts owed as of the final payment due
      date. The amount of Finance Charges and the Total of Payments disclosed
      herein have been estimated based upon the assumption that Creditor will
      receive all payments on the scheduled due dates. I understand that the
      amount of Finance Charges and the Total of Payments that I will be
      required to pay over the term of this Agreement may increase or decrease depending upon when Creditor actually receives my
      payments.

                	 
      	
                  Net
      Trade-in Allowance

                	 
      
	 
      	
                  Cash
      Downpayment

                	 
      
	 
      	
                  TOTAL
      DOWNPAYMENT

                	 
      
	 
      	
                  TOTAL
      OF PAYMENT CALCULATIONS:

                
	 
      	1.
      Total
      Cash Sale Price	 
      
	 
      	2.
      Less
      Total Down Payment	 
      
	 	 	 
	 	 	 
	 
      	 
      	 
      
	 	 	 	 
	
                  DISCLOSURES
      REQUIRED UNDER ILLINOIS LAW:

                	 
      	3.
      Unpaid
      Balance of Sale Price	
                  (Subtract
      Line 2

                  from
      Line 1)

                	 
      
	
                  UNLESS
      YOU PROVIDE US WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR
      AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT
      OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT,
      PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY
      CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION
      WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US,
      BUT ONLY AFTER PROVIDING US WITH EVIDENCE THAT YOU HAVE OBTAINED INSURANCE
      AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL,
      YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING
      INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE
      PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION
      OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO
      YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE
      MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR
      OWN.

                	 
      	A.
      Physical
      Damage Insurance	 
      	 
      
	 
      	B.
      Credit
      Life/Disability Insurance	 
      	 
      
	 
      	C.
      Non-Trucking
      Liability Insurance	 
      	 
      
	 
      	D.
      Guaranteed
      Auto Protection Insurance	 
      	 
      
	 
      	E.
      Insurance
      Tax (if applicable)	 
      	 
      
	 
      	F.
      Registration/License/Title
      Fees	 
      	 
      
	 
      	G.
      Federal
      Excise Tax	 
      	 
      
	 
      	H.
      Sales
      Tax	 
      	 
      
	 
      	I.
      Documentation
      Fee	 
      	 
      
	 
      	J.
      Origination
      Fee	 
      	 
      
	 
      	K.
      Other
      (    )	 
      	 
      
	 
      	L.
      Other
      (    )	 
      	 
      
	 
      	M.
      Other
      (    )	 
      	 
      
	 
      	N.
      Business
      Service Fee (    )	 
      	 
      
	 
      	
                  4.

                	
                  Total
      Itemized Charges

                	 
      
	 
      	
                  5.

                	
                  Amount
      Financed (Add line 3 and
      line 4)

                	 
      
	
                  I
      (we) acknowledge receipt of a completed copy of the Agreement, which I
      have read and accepted, including the Terms and Conditions on the reverse
      side or following pages which are made a part hereof.

                	 
      	
                  6.

                	
                  Finance Charge
      *e

                	 
      
	 
      	
                  7.

                	
                  Total
      of Payments
      (Add line
      5
      and line 6) *e

                	 
      
	
                  *e means
      estimate

                


        

      

      
        	
                Borrower:

              	 
      	 
      	
                Co-Borrower:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Signature:
      X

              	 
      	 
      	
                Signature:
      X

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	 
      	 
      	
                Title:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                GUARANTY

              
	
                I
      (we) hereby, jointly, severally and unconditionally guarantee payment of
      all Indebtedness under this Agreement, and all extensions, substitutions
      and refinancings thereof, and agree to the Agreement's terms and
      conditions. I (we) waive any rights that I (we) may have to require
      Creditor to first exhaust its remedies against the Borrower(s), the
      Collateral, or any other guarantor, before collecting under this
      Guaranty.

              


      

      
        	
                Guarantor
      Name:

              	 
      	 
      	
                Guarantor
      Name:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

      
        	
                Signature:
      X

              	 
      	 
      	
                Signature:
      X

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 
      	 
      	 
      	 
      	
                Date:

              
	
                DaimlerChrysler

              	 
      	
                Direct
      Purchase Money Loan and Security Agreement

              	 
      	
                Quote
      No.:

              
	
                Truck
      Financial

              	 
      	 
      	 
      	
                TFFF1757SI
      A

              


      

      
        	
                1.   Interest/Late Payment: I promise to pay
      to the order of Creditor the Amount Financed together with daily simple
      interest thereon at the rate of 6.00% per annum, from the date of this
      Agreement until all of my obligations under this Agreement are fully paid
      and satisfied. Interest will be computed on the basis of the actual number
      of days elapsed in a 365 day year, or a 366 day year if a leap year. If I
      fail to make any payment within ten (10) days of the due date, I agree to
      pay Creditor a late payment fee in an amount equal to 5% of the delinquent
      payment, or such lesser amount as may be limited by law.

                2.   Additional Charges: I agree to pay a
      charge of $25, or such lesser amount as may be limited by law, for each
      check, draft or similar instrument presented to Creditor that is returned
      or dishonored for any reason.

                3.   Prepayment: I may prepay the then unpaid
      principal balance, plus accrued interest and other amounts then owing
      under this Agreement, in full at any time without penalty.

                4.   Grant of Security Interest: In order to
      secure the prompt and punctual payment and satisfaction of my Indebtedness
      (as defined herein), I am granting Creditor a security interest in the
      Equipment, and in all accessions, replacements and additions to the
      Equipment, and in all leases and chattel paper of the Equipment, and in
      all lease payments, rentals, and rights thereto, and in all proceeds
      derived from the Equipment, including insurance proceeds and refunds of
      insurance premiums. If Creditor permits me to allow others to use or lease
      the Equipment, I agree to stamp any agreement between me and my lessee
      with language approved by Creditor and to provide and update Creditor with
      all current contact information of user or lessee. I also agree that
      collateral securing other loans, credit sales and leases that I may have
      with Creditor or any affiliate of Creditor, whether now or in the future,
      additionally will secure my Indebtedness under this Agreement. The
      Equipment, all leases and chattel paper of the Equipment, all lease
      payments, rentals, and rights thereto, proceeds, and my additional
      collateral securing other loans, credit sales, and leases with Creditor or
      any affiliate of Creditor, are individually, collectively and
      interchangeably referred to under this Agreement as my "Collateral." For
      purposes of this Agreement, the term "Indebtedness" means: (1) my
      indebtedness under my loan and under this Agreement for payment of
      principal, interest, late charges, returned check fees, liquidated damages
      and any other amounts due hereunder; (2) my indebtedness under any other
      loans, leases or other obligations that I may now and in the future owe to
      Creditor or any affiliate of Creditor; (3) all additional funds that
      Creditor or any affiliate of Creditor may advance on my behalf as provided
      in this Agreement; and (4) Creditor's costs and expenses incurred in
      enforcing Creditor's rights under this Agreement, and in protecting and
      preserving the Collateral, including reimbursement of Creditor's
      reasonable attorney's fees, court costs, and collection expenses. I
      authorize Creditor to perfect its security interest in the Collateral. I
      agree to reimburse Creditor for all filing costs and perfection expenses,
      as well as for all costs of amending, continuing and terminating such
      filings.

                5.   Covenants: I agree: (1) not to sell,
      lease, transfer or assign the Collateral without Creditor's prior written
      consent; (2) not to allow any other security interest or lien to be placed
      on or to attach to the Collateral; (3) not to make any material changes or
      alterations to the Equipment without Creditor's prior written consent
      (including replacements, additions, accessories or substitutions); (4) not
      to remove the Equipment from the state in which I reside or have my
      principal offices, other than in the ordinary course of business, for a
      period in excess of sixty (60) consecutive days, without first obtaining
      Creditor's prior written consent; (5) not to re-title the Equipment in
      another state without first notifying Creditor; and (6) if I am a business
      entity, not to change my name or form or state of organization without
      first notifying Creditor at least thirty (30) days in advance of such
      change. I further agree: (a) that anything that may be attached to the
      Equipment will become an accession to the Equipment, and will become part
      of the Collateral; (b) to make all necessary repairs to, and not to
      abandon the Equipment; (c) to abide by all laws and rules and regulations
      with respect to the use and operation of the Equipment, and to obtain all
      necessary permits and licenses in those jurisdictions where required; (d)
      to pay all taxes and assessments levied against the Equipment and to
      furnish Creditor with proof of such payments; and (e) to permit Creditor
      to inspect the Equipment at reasonable times.

                6.   Insurance: I agree to keep the Equipment
      continuously insured, by an insurance company and with deductible approved
      by Creditor, against comprehensive and collision damage, and any other
      hazards Creditor may specify from time to time. Such insurance coverage
      shall be for the greater of either the full value of the Equipment or the
      sum of the obligations arising under this Agreement. I agree to provide
      Creditor with written proof of a paid insurance policy, and subsequent
      renewals, showing Creditor as a loss payee and additional insured under my
      insurance policy, which will require at least thirty (30) days advance
      written notice to Creditor before such insurance may lapse, be reduced,
      canceled or terminated for any reason. I assign to Creditor all proceeds
      from insurance policies covering the Equipment, including, but not limited
      to, refunds of unearned premiums of any credit life, credit disability,
      property or other insurance financed by Creditor under this Agreement, and
      direct said insurance companies to pay such amounts directly to Creditor.
      Creditor may apply any insurance proceeds and returned premiums received
      to the unpaid balance of my then Indebtedness. Should I fail to purchase
      and maintain adequate insurance on the Equipment, as determined by
      Creditor (at Creditor's sole discretion), then Creditor may (at Creditor's
      sole option, and without any responsibility or liability to do so)
      purchase such insurance as Creditor deems necessary to protect its
      interest. I agree to immediately reimburse Creditor for the expense of
      said insurance, together with interest thereon at the rate of 18% per
      annum, or such lesser rate as may be limited by law, from the date of each
      advance until Creditor is repaid. I authorize Creditor to release to third
      parties any information necessary to facilitate insurance and tax
      monitoring and insurance placement. If there is a total loss on any item
      of Equipment, I agree to immediately pay to Creditor the unpaid principal
      balance plus accrued interest and any other amounts then due and owing on
      such item of Equipment. All insurance policies financed under this
      Agreement, unless a shorter period is specified in the policy, end upon
      the original due date of the last payment due under this Agreement. If I
      am due any insurance refund, I will seek same from insurance company.
      Creditor does not require me to have credit life insurance.

                UNLESS
      OTHERWISE SPECIFIED HEREIN, THE INSURANCE AFFORDED UNDER THIS AGREEMENT
      DOES NOT COVER LIABILITY FOR INJURY TO PERSON OR DAMAGES TO PROPERTY OR
      OTHERS. NO PUBLIC LIABILITY INSURANCE IS ISSUED WITH THIS
      TRANSACTION.

                7.
      Default and Acceleration: Creditor
      has the right at its sole option to insist on immediate payment in full of
      all Indebtedness that I may owe to Creditor upon the occurrence of any one
      or more of the following events: (1) if I fail to make any payment under
      this Agreement when due; or (2) if I am in default under any other
      provision of this Agreement; or (3) if I am in default under any other
      loan, lease, extension of credit, or obligation that I may then owe to
      Creditor or any affiliate of Creditor; or (4) If I, without Creditor's
      consent, (a) make a significant change in the management, ownership or
      control; or (b) merge, transfer, acquire or consolidate with any other
      entity; or (5) if I should become insolvent, or the subject of a
      bankruptcy or other relief from creditors; or (6) if any of the Equipment
      is seized
      under process of law; or (7) if any guaranty of my obligations under this
      Agreement is withdrawn or becomes unenforceable for any reason; or (8) if
      Creditor reasonably believes itself to be Insecure in the repayment of
      this Agreement. After default and acceleration, I agree to continue to pay
      Creditor interest on the then unpaid balance of my Indebtedness at the
      rate of eighteen (18%) percent per annum, or such lesser rate as may be
      limited by law.

              	 
      	
                8.   Default Remedies: Should I default under
      this Agreement, and Creditor elects to accelerate payment of my
      Indebtedness, Creditor may exercise all of the rights and remedies
      available to secured creditors generally under the Uniform Commercial Code
      in effect in the state where the Collateral is then located. I agree to
      turn over and deliver the Collateral to Creditor at my expense, at the
      time and at the location Creditor may demand of me. Alternatively,
      Creditor may enter any premises or other place where the Collateral may be
      located, and take possession of the Collateral, and all other property
      then located on or in the Collateral, provided that Creditor is able to do
      so without breach of the peace. Creditor may then sell the Collateral
      without warranty at public or private sale, and apply the sale proceeds to
      the satisfaction of my Indebtedness. Creditor has no obligation to
      clean-up, repair, or prepare the Collateral for sale. I hereby agree that
      Creditor may advertise and sell repossessed Collateral through www.usedtruckinventory.com or other
      internet websites through which equipment or motor vehicles similar to the
      Collateral is sold and that such disposition shall be deemed in conformity
      with reasonable commercial practice among dealers of the type of property
      that was the subject of the disposition. Any requirement that Creditor
      notify me of the sale or other disposition of the Collateral will be
      satisfied if Creditor sends me a written communication at least ten (10)
      days in advance of the date on which a public sale is scheduled, or within
      ten (10) days in advance of the time after which a private sale or other
      disposition may take place. Furthermore, upon default Creditor may cancel
      any insurance financed under this Agreement and apply the refunded premium
      to my outstanding balance. I authorize Creditor to notify anyone using
      equipment to pay Creditor directly for my Indebtedness.

                9.   Waivers: I and all Guarantors each waive
      presentment, notice, and demand for payment, and agree that our liability
      under this Agreement shall be joint and several with each other. We
      further agree that discharge or release of any party, or Collateral, or
      any extension of time for payment, or any delay in enforcing Creditor's
      rights, will not cause Creditor to lose any of its rights. I expressly
      waive any right to a jury trial in any dispute regarding or arising out of
      this Agreement, the sale of the Equipment, or my relationship with
      Creditor or Dealer.

                10.   Collection/Attorney's Fees and Expenses:
      If Creditor sues me, or if Creditor refers my loan to an attorney for
      collection, I agree to pay Creditor reasonable attorney's fees. I further
      agree to reimburse Creditor for its court costs and collection expenses
      incurred in enforcing Creditor's rights under this Agreement.

                11.   Savings Clause: It is Creditor's
      intent to fully comply with all laws and regulations limiting imposition
      and collection of interest and other fees and charges in connection with
      my loan. Should I be called upon, or should I ever pay interest or other
      fees and charges to Creditor in excess of the amount(s) and rate(s)
      permitted, I agree that Creditor may cure such violation by crediting any
      excess amount that I have paid against my then outstanding Indebtedness
      under this Agreement.

                12.   No Agency Relationship; No Right to Assert
      Claims and Defenses: I fully understand and unconditionally agree
      that neither Dealer, the Equipment manufacturer and distributor, nor their
      employees, are Creditor's partners, agents, or representatives, and have
      no right to commit, bind or obligate Creditor in any way. My obligations
      to Creditor under this Agreement are absolute, unconditional and
      non-cancelable with no right of offset, counterclaim or defense against
      Creditor or any assignee, the Dealer, the Equipment manufacturer,
      distributor, or their employees.

                13.   Representations and Warranties: I
      represent and warrant to Creditor that: (1) my correct legal name and
      state of residence or organization are listed on page 1 of this Agreement,
      and I am property authorized, licensed and in good standing to conduct
      business in each applicable jurisdiction; (2) none of the preprinted
      provisions of this Agreement have been altered, modified, or stricken by
      me or by anyone else; (3) I or my authorized representative properly
      executed this Agreement in my name and my signature on this Agreement, or
      that of my authorized representative, is genuine; (4) the amount of the
      cash downpayment reflected in this Agreement was paid by me to the Dealer
      in cash prior to the time this Agreement was signed; (5) any trade-in
      allowance, rebate or incentive payment reflected in this Agreement is bona
      fide and was applied to the Cash Sale Price of the Equipment; and (6) I
      have and intend to license, title, and register the Equipment in the
      proper state or jurisdiction.

                14.   Power of Attorney: To the extent
      permitted by law, I hereby appoint Creditor as my attorney-in-fact. My
      grant of this power of attorney is coupled with an interest and is
      irrevocable until all obligations I owe under this Agreement are paid in
      full. As my attorney-in-fact, Creditor can: (a) sign on my behalf all
      Certificates of Ownership, Registration cards, applications, affidavits or
      any other documents required to register and properly perfect Creditor's
      security interest in the Equipment; (b) transfer my entire interest in the
      Equipment as part of a repossession and sale; (c) act on my behalf in
      insurance matters relating to the Equipment, including, but not limited
      to, the power to endorse insurance proceeds checks or drafts on my behalf
      and cancel any credit life, credit disability, guaranteed automotive
      protection coverage, extended warranty or other optional insurance
      financed under this Agreement and apply the refunded premium or cost to my
      outstanding balance if I am in default.

                15.   Governing Law: This Agreement shall be
      deemed received and accepted by Creditor in Lisle, Illinois on the date of
      funding. Furthermore this Agreement and my credit financing of the
      Equipment shall be governed and construed under the laws of the State of
      Illinois irrespective of the conflict of laws principles of that
      state.

                16.   Miscellaneous: In this Agreement, the
      words "I", "me", "my", "we", "us" and "our" individually, collectively and
      interchangeably mean each person or entity signing this Agreement as a
      Borrower, Co-Borrower or Guarantor, their successors and assigns, and all
      other persons that may be or become obligated under this Agreement. All
      schedules executed in connection with this Agreement are part of this
      Agreement. This Agreement and any such schedules constitute the entire
      agreement between the parties. No modification or amendment of this
      Agreement shall be effective unless in writing signed by all parties. All
      provisions of this Agreement that are prohibited by applicable law shall
      be ineffective solely to the extent of such prohibition without
      invalidating the other provisions of this Agreement. Any waiver of
      Creditor's rights and remedies under this Agreement shall be effective
      only if specifically agreed by Creditor in writing.

                17.   Authorization to Share Information:
      Creditor may collect non-public information from Borrower and any
      guarantor which may consist of information on credit applications or other
      forms, information regarding transactions with Creditor, affiliates or
      others and information that Creditor receives from consumer or credit
      reporting agencies and other outside sources during the time period that a
      line of credit is in effect or that any balance is due to Creditor under
      any lease or loan agreement ("Information"). Borrower and guarantors agree
      that Creditor may disclose any of the Information to any affiliate,
      assigns or agents of Creditor.

              


      

       

    

     

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10-Q